UNITED STATES
                      SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________


                                 SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                               (Amendment No. __)*


                               AVI Biopharma, Inc.
                                (Name of Issuer)


                   Common Stock, par value $0.001 par share
                        (Title of Class of Securities)


                                  002346104
                                (CUSIP Number)


                                December 8, 2003
            (Date of event which requires filing of this statement)



     Check the appropriate box to designate the rule pursuant to which
     this Schedule 13G is filed:

     [ ]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [ ]  Rule 13d-1(d)






________________
     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).







CUSIP No.  002346104
_____________________________________________________________________________

     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                             Smithfield Fiduciary LLC - not applicable
______________________________________________________________________________

     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                       (a)  [X]
                                                       (b)  [ ]
______________________________________________________________________________

     (3)    SEC USE ONLY
______________________________________________________________________________

     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            Cayman Islands, British West Indies
______________________________________________________________________________

               (5)  SOLE VOTING POWER
                                                -0-
               _______________________________________________________________
NUMBER OF
               (6)  SHARED VOTING POWER
SHARES
                    2,573,905 shares of Common Stock
BENEFICIALLY
                    Warrants to purchase shares of Common Stock (exercisable
OWNED BY            for an aggregate of 3,612,537 shares of Common Stock).
                    See footnote 1 in Item 4.
EACH           _______________________________________________________________

REPORTING      (7)  SOLE DISPOSITIVE POWER
                                                -0-
PERSON WITH    _______________________________________________________________

               (8)  SHARED DISPOSITIVE POWER
                        See Row 6 above.
______________________________________________________________________________

     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                            See Row 6 above.
______________________________________________________________________________

     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **
                                                       [ ]
______________________________________________________________________________

     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)

             Approximately 9.99% as of the date of this Statement.  (Based on
             34,474,177 shares of Common Stock issued and outstanding as of
             the date of this Statement, plus the shares of Common Stock
             issuable upon the exercise of the AIR Warrants (as defined
             herein).)
______________________________________________________________________________

     (12)    TYPE OF REPORTING PERSON **
                                       OO - Limited Liability Company





CUSIP No.  002346104
______________________________________________________________________________

     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                        Highbridge International LLC - not applicable
______________________________________________________________________________

     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                         (a)  [X]
                                                         (b)  [ ]
______________________________________________________________________________

     (3)    SEC USE ONLY
______________________________________________________________________________

     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            Cayman Islands, British West Indies
______________________________________________________________________________

               (5)  SOLE VOTING POWER
                                                -0-
               _______________________________________________________________
NUMBER OF
               (6)  SHARED VOTING POWER
SHARES
                    2,573,905 shares of Common Stock
BENEFICIALLY
                    Warrants to purchase shares of Common Stock (exercisable
OWNED BY            for an aggregate of 3,612,537 shares of Common Stock).
                    See footnote 1 in Item 4.
EACH           _______________________________________________________________

REPORTING      (7)  SOLE DISPOSITIVE POWER
                                                -0-
PERSON WITH    _______________________________________________________________

               (8)  SHARED DISPOSITIVE POWER
                        See Row 6 above.
______________________________________________________________________________

     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                            See Row 6 above.
______________________________________________________________________________

     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **
                                                       [ ]
______________________________________________________________________________

     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)

             Approximately 9.99% as of the date of this Statement.  (Based on
             34,474,177 shares of Common Stock issued and outstanding as of
             the date of this Statement, plus the shares of Common Stock
             issuable upon the exercise of the AIR Warrants (as defined
             herein).)
______________________________________________________________________________

     (12)    TYPE OF REPORTING PERSON **
                                       OO - Limited Liability Company





CUSIP No.  002346104
______________________________________________________________________________

     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                        Highbridge Capital Corporation - not applicable
______________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                        (a)  [X]
                                                        (b)  [ ]
______________________________________________________________________________

     (3)    SEC USE ONLY
______________________________________________________________________________

     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            Cayman Islands, British West Indies
______________________________________________________________________________

               (5)  SOLE VOTING POWER
                                                -0-
               _______________________________________________________________
NUMBER OF
               (6)  SHARED VOTING POWER
SHARES
                    2,573,905 shares of Common Stock
BENEFICIALLY
                    Warrants to purchase shares of Common Stock (exercisable
OWNED BY            for an aggregate of 3,612,537 shares of Common Stock).
                    See footnote 1 in Item 4.
EACH           _______________________________________________________________

REPORTING      (7)  SOLE DISPOSITIVE POWER
                                                -0-
PERSON WITH    _______________________________________________________________

               (8)  SHARED DISPOSITIVE POWER
                        See Row 6 above.
______________________________________________________________________________

     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                            See Row 6 above.
______________________________________________________________________________

     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **
                                                       [ ]
______________________________________________________________________________

     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)

             Approximately 9.99% as of the date of this Statement.  (Based on
             34,474,177 shares of Common Stock issued and outstanding as of
             the date of this Statement, plus the shares of Common Stock
             issuable upon the exercise of the AIR Warrants (as defined
             herein).)
______________________________________________________________________________

     (12)    TYPE OF REPORTING PERSON **
                                       BD - Broker Dealer





CUSIP No.  002346104
______________________________________________________________________________

     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                    Highbridge Capital Management, LLC - 13-3993048
______________________________________________________________________________

     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                        (a)  [X]
                                                        (b)  [ ]
______________________________________________________________________________

     (3)    SEC USE ONLY
______________________________________________________________________________

     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            State of Delaware
______________________________________________________________________________

               (5)  SOLE VOTING POWER
                                                -0-
               _______________________________________________________________
NUMBER OF
               (6)  SHARED VOTING POWER
SHARES
                    2,573,905 shares of Common Stock
BENEFICIALLY
                    Warrants to purchase shares of Common Stock (exercisable
OWNED BY            for an aggregate of 3,612,537 shares of Common Stock).
                    See footnote 1 in Item 4.
EACH           _______________________________________________________________

REPORTING      (7)  SOLE DISPOSITIVE POWER
                                                -0-
PERSON WITH    _______________________________________________________________

               (8)  SHARED DISPOSITIVE POWER
                        See Row 6 above.
______________________________________________________________________________

     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                            See Row 6 above.
______________________________________________________________________________

     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **
                                                       [ ]
______________________________________________________________________________

     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)

             Approximately 9.99% as of the date of this Statement.  (Based on
             34,474,177 shares of Common Stock issued and outstanding as of
             the date of this Statement, plus the shares of Common Stock
             issuable upon the exercise of the AIR Warrants (as defined
             herein).)
______________________________________________________________________________

     (12)    TYPE OF REPORTING PERSON **
                                       OO - Limited Liability Company





Item 1.

(a)  Name of Issuer

	AVI Biopharma, Inc.

(b)  Address of Issuer's Principal Executive Offices:

	One SW Columbia Street, Suite 1105
	Portland, Oregon  97258

Item 2(a).  Name of Person Filing
Item 2(b).  Address of Principal Business Office
Item 2(c).  Citizenship


 Smithfield Fiduciary LLC
 The Anchorage Centre, 2nd Floor
 Harbor Drive, George Town,
 Grand Cayman, Cayman Islands, British West Indies
 Citizenship: Cayman Islands, British West Indies

 Highbridge International LLC
 The Anchorage Centre, 2nd Floor
 Harbor Drive, George Town,
 Grand Cayman, Cayman Islands, British West Indies
 Citizenship: Cayman Islands, British West Indies

 Highbridge Capital Corporation
 The Anchorage Centre, 2nd Floor
 Harbour Drive, George Town,
 Grand Cayman, Cayman Islands, British West Indies
 Citizenship: Cayman Islands, British West Indies

 Highbridge Capital Management, LLC
 9 West 57th Street, 27th Floor
 New York, New York  10019
 Citizenship: State of Delaware


(d)  Title of Class of Securities
	Common Stock, par value $0.001 per share

(e)  CUSIP Number	002346104


Item 3.	 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
 check whether the person filing is a:


(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
        (15 U.S.C. 78c).

(d) [ ] Investment company registered under Section 8 of the Investment
        Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


(f) [ ] An employee benefit plan or endowment fund in accordance with
        Rule 13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with
        Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings association as defined in Section 3(b) of the Federal
        Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment
        company under Section 3(c)(14) of the Investment Company Act of 1940
        (15 U.S.C. 80a-3);

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]



Item 4.	Ownership

(a)  Amount Beneficially Owned

     2,573,905 shares of Common Stock

     Warrants to purchase shares of Common Stock (exercisable
     for an aggregate of 3,612,537 shares of Common Stock). /1/


(b)  Percent of Class

     Approximately 9.99% as of the date of this Statement.  (Based on
     34,474,177 shares of Common Stock issued and outstanding as of the
     date of this Statement, plus the Shares of Common Stock  issuable
     upon the exercise of the AIR Warrants (as defined herein).) /1/

(c)  Number of shares as to which such person has:
      (i) sole power to vote or to direct the vote
             0

     (ii) shared power to vote or to direct the vote
             See Item 4(a) above.

    (iii) sole power to dispose or to direct the disposition of
             0

     (iv) shared power to dispose or to direct the disposition of
             See item (a) above.


/1/  The securities reported herein include securities that the Reporting
Persons may acquire in the future upon the future through the exercise of
(i) warrants to purchase up to 173,334 shares of Common Stock issued by the
Issuer on March 25, 2002 (the "March 2002 Warrants"), (ii) warrants to purchase
up to 375,000 shares of Common Stock issued by the Issuer on May 5, 2003 (the
"May 2003 Warrants"), (iii) warrants to purchase up to 1,332,601 shares of
Common Stock issued by SuperGen, Inc. on June 26, 2003 (the "SuperGen
Warrants"), (iv) warrants to purchase up to 649,351 shares of Common Stock
issued by the Issuer on December 8, 2003 (the "December 2003 Warrants") and
(v) additional investment right warrants to purchase up to 1,082,251 shares
of Common Stock issued by the Issuer on December 8, 2003 (the "AIR Warrants").
The expiration date for (i) the March 2002 Warrants is March 24, 2006,
(ii) the May 2003 Warrants is May 5, 2008, (iii) the SuperGen Warrants is
December 31, 2006, (iv) the December 2003 Warrants is December 8, 2008 and
(v) the AIR Warrants is January 22, 2004.  The current exercise price for
(i) the March 2002 Warrants is $4.62, (ii) the May 2003 Warrants is $7.00,
(iii) the SuperGen Warrants is $5.00, (iv) the December 2003 is $5.50 and
(v) the AIR Warrants is $4.62.

Pursuant to the terms of the March 2002 Warrants, the May 2003 Warrants, the
SuperGen Warrants and the December 2003 Warrants, the Reporting Persons cannot
exercise such Warrants to the extent that such exercise would cause the
Reporting Persons to be "beneficial owners" of more than 4.99% of the Common
Stock within the meaning of Rule 13d-1 of the Act.  Pursuant to the terms of
the AIR Warrants, the Reporting Persons cannot exercise such Warrants to the
extent that such exercise would cause the Reporting Persons to be "beneficial
owners" of more than 9.99% of the Common Stock within the meaning of Rule
13d-1 of the Act.


Item 5.  Ownership of Five Percent or Less of a Class

		Inapplicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

		Inapplicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company

		See Item 2 above.

Item 8.  Identification and Classification of Members of the Group

		Inapplicable

Item 9.  Notice of Dissolution of Group

		Inapplicable

Item 10. Certification


By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of effect.


                              SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


Dated this 15th day of December, 2003


SMITHFIELD FIDUCIARY LLC


By:  /s/  Howard Feitelberg
    -------------------------------------
     Howard Feitelberg, Director



Highbridge International LLC

By:  /s/  Howard Feitelberg
    -------------------------------------
     Howard Feitelberg, Director



Highbridge Capital Corporation

By:  /s/  Howard Feitelberg
    -------------------------------------
     Howard Feitelberg, Controller



Highbridge Capital Management, LLC

By:  /s/  Ronald S. Resnick
    -------------------------------------
     Ronald S. Resnick, Managing Director





                        Exhibit Index
                        -------------

              Exhibit                  Description
              -------                  -----------

                 1               Joint Filing Agreement